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PB Fintech Ltd.

BSE: 543390 Sector: Others
NSE: POLICYBZR ISIN Code: INE417T01026
BSE 00:00 | 01 Dec 461.55 9.25
(2.05%)
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459.75

HIGH

465.80

LOW

453.35

NSE 00:00 | 01 Dec 461.00 8.25
(1.82%)
OPEN

458.50

HIGH

466.00

LOW

453.25

OPEN 459.75
PREVIOUS CLOSE 452.30
VOLUME 106983
52-Week high 1273.75
52-Week low 356.20
P/E
Mkt Cap.(Rs cr) 20,774
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 459.75
CLOSE 452.30
VOLUME 106983
52-Week high 1273.75
52-Week low 356.20
P/E
Mkt Cap.(Rs cr) 20,774
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PB Fintech Ltd. (POLICYBZR) - Auditors Report

Company auditors report

To the Members of PB Fintech Limited

(Erstwhile PB Fintech Private Limited / Etechaces Marketing andConsulting Private Limited)

Report on the Audit of the Standalone financial statements

Opinion

1. We have audited the accompanying standalone financial statements ofPB Fintech Limited (Erstwhile PB Fintech Private Limited / Etechaces Marketing andConsulting Private Limited) ("the Company") which comprise the StandaloneBalance Sheet as at March 31 2022 and the Standalone Statement of Profit and Loss(including Other Comprehensive Income) the Standalone Statement of Changes in Equity andthe Standalone Statement of Cash Flows for the year then ended and notes to thestandalone financial statements including a summary of significant accounting policiesand other explanatory information.

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022and total comprehensive income (comprising of loss and other comprehensive income)changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing(SAs) specified under

Section 143(10) of the Act. Our responsibilities under those Standardsare further described in the "Auditor's Responsibilities for the Audit of theFinancial Statements" section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw your attention to Note 40 to the standalone financialstatements which describes the management's assessment of the impact of the outbreakof Coronavirus (Covid-19) on the business operations of the Company. In view of theuncertain economic environment a definitive assessment of the financial impact on thesubsequent periods is highly dependent upon circumstances as they evolve. Our opinion isnot modified in respect of this matter.

Key audit matters

5. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
Assessment of carrying value of Investment in subsidiaries and associates Our audit procedures included the following:
(Refer Note 6(a) and 22 to the standalone financial statements) – Understanding and testing the design and operating effectiveness of the controls around assessment of carrying amount of investments.
The Company has made investments in various unlisted subsidiaries and associates which are carried at cost less accumulated impairment losses (if any). The carrying value of investments as on March 31 2022 is H 220397.51 Lakhs. – Reading minutes of the meetings of the Board of Directors/ Audit Committee and verifying compliances with the relevant provisions of the Companies Act 2013.
The Company has performed an assessment of appropriateness of the carrying amount of the investments as on the balance sheet date by estimating their recoverable value using the discounted cash flow model with the involvement of a valuation expert engaged by the management. Based on its assessment the management has concluded that no provision for impairment was necessary as at March 31 2022. – Evaluating the independence competence capabilities and objectivity of the valuation expert engaged by the management;
We have considered this to be a key audit matter as the carrying value of the investments is significant to the standalone financial statements and the assessment of recoverable value using discounted cash flows forecast involves significant management judgement in respect of certain key inputs like determining an appropriate discount rate future cash flows and terminal growth rate. – Reading the report prepared by the external valuation expert engaged by the management and understanding and evaluating the key inputs and assumptions underlying the valuation and performing sensitivity analysis.
– With the involvement of auditor's valuation expert assessing the appropriateness of the valuation model including independent assessment of the assumptions underlying cash flow projections discount rate terminal value etc.
– Evaluating the adequacy and appropriateness of the disclosures made in the financial statements.
Based on our procedures performed above the management's assessment of the carrying value of investments is considered appropriate.

Other Information

6. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the annualreport but does not include the standalone financial statements and our auditor'sreport thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with governance forthe standalone financial statements

7. The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

8. In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the standalonefinancial statements

9. Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

10. As part of an audit in accordance with SAs we exerciseprofessional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to standalonefinancial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

11. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

12. Wealsoprovidethosechargedwithgovernancewith a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

13. From the matters communicated with those charged with governancewe determine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other legal and regulatory requirements

14. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of Section 143 of the Act we give in the "Annexure B" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

15. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

(c) The Standalone Balance Sheet the Standalone Statement of Profitand Loss (including other comprehensive income) the Standalone Statement of Changes inEquity and the Standalone Statement of Cash Flows dealt with by this Report are inagreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controlswith reference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure A".

(g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 (as amended) in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements – Refer Note 25(i) to thestandalone financial statements;

ii. The Company has long term contracts as at March 31 2022 for whichthere were no material foreseeable losses. The Company did not have any derivativecontracts as at March 31 2022.

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended March 312022.

iv. (a) The management has represented that to the best of itsknowledge and belief other than as disclosed in the notes to the accounts no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other persons or entitiesincluding foreign entities ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the Intermediary shall whether directly orindirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that to the best of its knowledgeand belief as disclosed in the notes to the accounts no funds have been received by theCompany from any persons or entities including foreign entities ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (a) and (b) contain any materialmisstatement.

v. The Company has not declared or paid any dividend during the year.

16. As stated in Note 30 to the standalone financial statements theremuneration paid to the Chairman & Executive Director and a Whole-time Director ofthe Company is in excess of the limits calculated in accordance with Section 197 read withSchedule V to the Act. The Company proposes to seek the necessary approvals of theshareholders of the Company in the ensuing Annual General Meeting.

For Price Waterhouse
Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Sougata Mukherjee
Partner
Membership Number: 057084
UDIN: 22057084AJTVGR7513
Place: Gurugram
Date: May 27 2022

Annexure A to Independent Auditor's Report

Referred to in paragraph 15(f) of the Independent Auditor's Reportof even date to the members of PB Fintech Limited (Erstwhile PB Fintech Private Limited /Etechaces Marketing and Consulting Private Limited) on the standalone financial statementsfor the year ended March 31 2022

Report on the Internal Financial Controls with reference to StandaloneFinancial Statements under clause (i) of sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference tostandalone financial statements of PB Fintech Limited (Erstwhile PB Fintech PrivateLimited / Etechaces Marketing and Consulting Private Limited) ("the Company") asof March 31 2022 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting ("the Guidance Note") issued by the Institute of CharteredAccountants of India ("ICAI"). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditor's Responsibility

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to standalone financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note and the Standards onAuditing deemed to be prescribed under Section 143(10) of the Act to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tostandalone financial statements was established and maintained and if such controlsoperated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system with reference to standalonefinancial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to standalone financial statements included obtaining anunderstanding of internal financial controls with reference to standalone financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalonefinancial statements

6. A company's internal financial controls with reference tostandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of standalonefinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial controls with reference tostandalone financial statements includes those policies and procedures that (1) pertain tothe maintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on thestandalone financial statements.

Inherent Limitations of Internal Financial Controls with reference tostandalone financial statements

7. Because of the inherent limitations of internal financial controlswith reference to standalone financial statements including the possibility of collusionor improper management override of controls material misstatements due to error or fraudmay occur and not be detected. Also projections of any evaluation of the internalfinancial controls with reference to standalone financial statements to future periods aresubject to the risk that the internal financial control controls with reference tostandalone financial statements may become inadequate because of changes in conditions orthat the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects anadequate internal financial controls system with reference to standalone financialstatements and such internal financial controls with reference to standalone financialstatements were operating effectively as at March 31 2022 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note issued by ICAI. Also referparagraph 4 of the main audit report.

For Price Waterhouse
Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Sougata Mukherjee
Partner
Membership Number: 057084
UDIN: 22057084AJTVGR7513
Place: Gurugram
Date: May 27 2022

Annexure B to Independent Auditors' Report

Referred to in paragraph 14 of the Independent Auditors' Report ofeven date to the members of PB Fintech Limited (Erstwhile PB Fintech Private Limited /Etechaces Marketing and Consulting Private Limited) on the standalone financial statementsas of and for the year ended March 31 2022

i. (a) (A) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company is maintaining proper records showing full particularsof Intangible Assets.

(b) The Property Plant and Equipment of the Company have beenphysically verified by the Management during the year and no material discrepancies havebeen noticed on such verification. In our opinion the frequency of verification isreasonable.

(c) According to the information and explanations given to us and therecords of the Company examined by us the Company does not own any immovable properties(Refer Note 4(a) to the financial statements). Therefore the provisions of clause 3(i)(c)of the Order are not applicable to the Company.

(d) The Company has not revalued its Property Plant and Equipment(including Right of Use assets) or intangible assets or both during the year.Consequently the question of our commenting on whether the revaluation is based on thevaluation by a Registered Valuer or specifying the amount of change if the change is 10%or more in the aggregate of the net carrying value of each class of Property Plant andEquipment (including Right of Use assets) or intangible assets does not arise.

(e) Based on the information and explanations furnished to us noproceedings have been initiated on or are pending against the Company for holding benamiproperty under the Prohibition of Benami Property Transactions Act 1988 (as amended in2016) (formerly the Benami Transactions (Prohibition) Act 1988 (45 of 1988)) and Rulesmade thereunder and therefore the question of our commenting on whether the Company hasappropriately disclosed the details in its financial statements does not arise.

ii. (a) The Company is in the business of rendering services andconsequently does not hold any inventory. Therefore the provisions of clause 3(ii)(a) ofthe Order are not applicable to the Company.

(b) During the year the Company has not been sanctioned workingcapital limits in excess of H

5 crores in aggregate from banks and financial institutions andaccordingly the question of our commenting on whether the quarterly returns or statementsare in agreement with the unaudited books of account of the Company does not arise.

iii. (a) The Company during the year has made investments in sevencompanies and has not granted secured/ unsecured loans/advances in nature of loans orstood guarantee or provided security to any parties.

(b) In respect of the aforesaid investments the terms and conditionsunder which such investments were made are not prejudicial to the Company's interest.

Since the Company has not granted secured/ unsecured loans/advances innature of loans or stood guarantee or provided security to any parties the reportingunder clause 3(iii)(c) (iii)(d) (iii)(e) and (iii)(f) of the Order are not applicable tothe Company.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 of theCompanies Act 2013 in respect of the investments made during the year. The Company hasnot provided any loans guarantees or security to the parties covered under Section 185and 186 of the Act.

v. The Company has not accepted any deposits or amounts which aredeemed to be deposits within the meaning of Sections 73 74 75 and 76 of the Act and theRules framed there under to the extent notified.

vi. The Central Government of India has not specified the maintenanceof cost records under sub-section (1) of Section 148 of the Act for any of the products ofthe Company.

vii. (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company is generallyregular in depositing undisputed statutory dues in respect of income tax goods andservices tax provident fund and employees' state insurance though there has been aslight delay in a few cases and is regular in depositing undisputed statutory duesincluding labour welfare fund professional tax and other material statutory dues asapplicable with the appropriate authorities.

(b) According to the information and explanations given to us and therecords of the Company examined by us there are no statutory dues of provident fundemployees' state insurance goods and services tax labour welfare fund andprofessional tax which have not been deposited on account of any dispute. The particularsof other statutory dues referred to in sub-clause (a) as at March 31 2022 which have notbeen deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount under dispute (H in lakhs) Amount deposited (H in lakhs) Period to which the amount relates Forum where the dispute is pending
Income tax Act 1961 Income Tax (including interest and penalty 2556.59 533.37 FY 2015-16 Commissioner (Appeals)

viii. According to the information and explanations given to us and therecords of the Company examined by us there are no transactions in the books of accountthat has been surrendered or disclosed as income during the year in the tax assessmentsunder the Income Tax Act 1961 that has not been recorded in the books of account.

ix. (a) As the Company did not have any loans or other borrowings fromany lender during the year the reporting under clause 3(ix)(a) of the Order is notapplicable to the Company.

(b) According to the information and explanations given to us and onthe basis of our audit procedures we report that the Company has not been declared WilfulDefaulter by any bank or financial institution or government or any government authority.

(c) According to the records of the Company examined by us and theinformation and explanations given to us the Company has not obtained any term loans.

(d) According to the information and explanations given to us and theprocedures performed by us and on an overall examination of the financial statements ofthe Company the Company has not raised funds on short term basis.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries or associates.

(f) According to the information and explanations given to us andprocedures performed by us the Company has not raised any loans during the year and hencereporting on clause 3(ix)(f) of the Order is not applicable.

128 x. (a) In our opinion and according to the information andexplanations given to us the monies raised by way of initial public offer during the yearhave been applied for the purposes for which they were obtained and there were no delaysdefault regarding the application. The amount of unutilized proceeds as at March 31 2022amounted to H 330646.04 Lakhs. Refer note 36 to the standalone financial statements.

(b) The Company has not made any preferential allotment or privateplacement of shares or fully or partially or optionally convertible debentures during theyear. Accordingly the reporting under clause 3(x)(b) of the Order is not applicable tothe Company.

xi. (a) During the course of our examination of the books and recordsof the Company carried out in accordance with the generally accepted auditing practicesin India and according to the information and explanations given to us we have neithercome across any instance of material fraud by the Company or on the Company noticed orreported during the year nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us a report underSection 143(12) of the Act in Form ADT-4 as prescribed under rule 13 of Companies (Auditand Auditors) Rules 2014 was not required to be filed with the Central Government.Accordingly the reporting under clause 3(xi)(b) of the Order is not applicable to theCompany.

(c) During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us and as representedto us by the management no whistle-blower complaints have been received during the yearby the Company. Accordingly the reporting under clause 3(xi)(c) of the Order is notapplicable to the Company.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014are not applicable to it the reporting under clause 3(xii) of the Order is not applicableto the Company.

xiii. The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the financial statements as requiredunder Indian Accounting Standard 24 "Related Party Disclosures" specified underSection 133 of the Act.

xiv. (a) In our opinion and according to the information andexplanation given to us the Company has an internal audit system commensurate with thesize and nature of its business.

(b) The reports of the Internal Auditor for the period under audit havebeen considered by us.

xv. The Company has not entered into any non-cash transactions with itsdirectors or persons connected with him. Accordingly the reporting on compliance with theprovisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable tothe Company.

xvi. (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly the reporting under clause3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial / housingfinance activities during the year. Accordingly the reporting under clause 3(xvi)(b) ofthe Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly the reporting under clause3(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanations provided by themanagement of the Company the Group does not have any CICs which are part of the Group.We have not however separately evaluated whether the information provided by themanagement is accurate and complete. Accordingly the reporting under clause 3(xvi)(d) ofthe Order is not applicable to the Company.

xvii. The Company has not incurred any cash losses in the financialyear or in the immediately preceding financial year.

xviii.There has been no resignation of the statutory auditors duringthe year and accordingly the reporting under clause (xviii) is not applicable.

xix. According to the information and explanations given to us and onthe basis of the financial ratios (Also refer Note 33 to the Standalone financialstatements) ageing and expected dates of realisation of financial assets and payment offinancial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither give any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by the Companyas and when they fall due.

xx. As at balance sheet date the Company does not have any amountremaining unspent under Section 135(5) of the Act. Accordingly reporting under clause3(xx) of the Order is not applicable.

xxi. The reporting under clause 3(xxi) of the Order is not applicablein respect of audit of Standalone Financial Statements. Accordingly no comment in respectof the said clause has been included in this report.

For Price Waterhouse
Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Sougata Mukherjee
Partner
Membership Number: 057084
UDIN: 22057084AJTVGR7513
Place: Gurugram
Date: May 27 2022

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